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Acquisitions & Divestitures | 12 Months Ended
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Dec. 31, 2018
Business Combinations [Abstract] |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | ACQUISITIONS & DIVESTITURES Acquisition of Trinity Capital Corporation. On November 1, 2018, the Company and the Bank entered into a definitive agreement with Trinity Capital Corporation (“Trinity”) and its wholly-owned bank subsidiary, Los Alamos National Bank (“LANB”), pursuant to which the Company will acquire Trinity and LANB. Pursuant to the terms of the definitive agreement, upon consummation of the proposed transaction, Trinity shareholders will receive 0.1972 shares of the Company’s common stock and $1.84 in cash for each share of Trinity common stock they hold. Headquartered in Los Alamos, New Mexico, LANB serves businesses and residents in Northern New Mexico and the Albuquerque metro area through its six full-service locations. The proposed transaction has been approved by the Federal Deposit Insurance Corporation (the “FDIC”), the Federal Reserve Bank of St. Louis, and the Missouri Division of Finance. The closing of the proposed transaction, which is anticipated to occur during the first quarter of 2019, remains subject to the approval of Trinity’s shareholders and the satisfaction or waiver, as applicable, of all closing conditions. Acquisition of Jefferson County Bancshares, Inc. On February 10, 2017, the Company closed its acquisition of 100% of Jefferson County Bancshares, Inc. (“JCB”) and its wholly-owned subsidiary, Eagle Bank and Trust Company of Missouri. JCB operated 13 full service retail and commercial banking offices in the metropolitan St. Louis area and one in Perry County, Missouri. JCB shareholders received, based on their election, cash consideration in an amount of $85.39 per share of JCB common stock or 2.75 shares of EFSC common stock per share of JCB common stock, subject to allocation and proration procedures. Aggregate consideration at closing was 3.3 million shares of EFSC common stock and $29.3 million cash paid to JCB shareholders and holders of JCB stock options. Based on EFSC’s closing stock price of $42.95 on February 10, 2017, the overall transaction had a value of $171.0 million, including JCB’s common stock and stock options. The Company also recognized $6.5 million and $1.4 million of merger related costs that were recorded in noninterest expense in the statement of operations for the years ended December 31, 2017 and 2016, respectively. The acquisition of JCB has been accounted for as a business combination using the acquisition method of accounting which requires assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date. Goodwill of $87.0 million arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of JCB into Enterprise. The goodwill is assigned as part of the Company’s Banking reporting unit. None of the goodwill recognized is expected to be deductible for income tax purposes. The following table presents the assets acquired and liabilities assumed of JCB as of February 10, 2017, and their estimated fair values:
(in thousands) | As Recorded by JCB |  | Adjustments |  | As Recorded by EFSC
Assets acquired: |  |  |  |  |
Cash and cash equivalents | $ | 33,739 |  |  | $ | — |  |  | $ | 33,739 |
Interest-bearing deposits | 1,715 |  |  | — |  |  | 1,715 |
Securities | 148,670 |  |  | — |  |  | 148,670 |
Portfolio loans, net | 685,905 |  |  | (11,094 | ) | (a) | 674,811 |
Other real estate owned | 6,762 |  |  | (5,082 | ) | (b) | 1,680 |
Other investments | 2,695 |  |  | — |  |  | 2,695 |
Fixed assets, net | 21,780 |  |  | (3,325 | ) | (c) | 18,455 |
Accrued interest receivable | 2,794 |  |  | — |  |  | 2,794 |
Goodwill | 7,806 |  |  | (7,806 | ) | (d) | — |
Other intangible assets | 25 |  |  | 11,489 |  | (e) | 11,514 |
Deferred tax assets | 4,634 |  |  | 3,991 |  | (f) | 8,625 |
Other assets | 19,107 |  |  | (296 | ) | (g) | 18,811 |
Total assets acquired | $ | 935,632 |  |  | $ | (12,123 | ) |  | $ | 923,509 |
Liabilities assumed: |  |  |  |  |
Deposits | $ | 764,539 |  |  | $ | 629 |  | (h) | $ | 765,168 |
Other borrowings | 55,430 |  |  | 681 |  | (i) | 56,111 |
Trust preferred securities | 12,887 |  |  | (382 | ) | (j) | 12,505 |
Accrued interest payable | 653 |  |  | — |  |  | 653 |
Other liabilities | 5,006 |  |  | 65 |  |  | 5,071 |
Total liabilities assumed | $ | 838,515 |  |  | $ | 993 |  |  | $ | 839,508 |
Net assets acquired | $ | 97,117 |  |  | $ | (13,116 | ) |  | $ | 84,001 |
Consideration paid: |  |  |  |  |
Cash |  |  |  |  | $ | 29,283 |
Common stock |  |  |  |  | 141,729 |
Total consideration paid |  |  |  |  | $ | 171,012 |
Goodwill |  |  |  |  | $ | 87,011 |
(a) | Fair value adjustments based on the Company’s evaluation of the acquired loan portfolio, write-off of net deferred loan costs, reclassification from other real estate owned, and elimination of the allowance for loan losses recorded by JCB. The fair value discount recorded to the loan portfolio is $24.7 million, inclusive of the allowance for loan losses previously recorded by JCB.
(b) | Fair value adjustment based on the Company’s evaluation of the acquired other real estate portfolio, and reclassification to portfolio loans.
(c) | Fair value adjustments based on the Company’s evaluation of the acquired premises and equipment.
(d) | Eliminate JCB’s recorded goodwill.
(e) | Record the core deposit intangible asset on the acquired core deposit accounts. Amount to be amortized using a sum of years digits method over a 10 year useful life.
(f) | Adjustment for deferred taxes at the acquisition date.
(g) | Fair value adjustment based on evaluation of other assets.
(h) | Fair value adjustment to time deposits based on current interest rates.
(i) | Fair value adjustment to the FHLB advances based on current interest rates.
(j) | Fair value adjustment based on the Company’s evaluation of the trust preferred securities.
The following table provides the unaudited pro forma information for the results of operations for the twelve months ended December 31, 2017 and 2016, as if the acquisition had occurred on January 1, 2016. The pro forma results combine the historical results of JCB with the Company’s Consolidated Statements of Income, adjusted for the impact of the application of the acquisition method of accounting including loan discount accretion, intangible assets amortization, and deposit and trust preferred securities premium accretion, net of taxes. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results that would have been obtained had the acquisition actually occurred on January 1, 2016. No assumptions have been applied to the pro forma results of operations regarding possible revenue enhancements, expense efficiencies or asset dispositions. Only the acquisition related expenses that have been incurred as of December 31, 2017 are included in net income in the table below.
| Pro Forma
| Twelve months ended December 31,
(in thousands, except per share data) | 2017 |  | 2016
Total revenues (net interest income plus noninterest income) | $ | 213,910 |  |  | $ | 199,033 |
Net income | 47,227 |  |  | 56,994 |
Diluted earnings per common share | 2.03 |  |  | 2.42 |

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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